Company Net Debt means, except as otherwise provided in this Agreement, the total debt (including bank indebtedness) of the Company less the total of cash and cash equivalents and deposits of Company, in each case calculated in accordance with IFRS, but specifically excludes the value of any hxxxxx;
Company Net Debt means, as of the CIBR Put Closing Date, the total amount, in U.S. Dollars, of (x) Debt for Borrowed Money of the Company and its Subsidiaries owed to Persons other than the Shareholders or any of their Affiliates that is outstanding as of such date plus (y) the Underfunded Pension Amount as of such date minus (z) the amount, whether positive or negative, equal to the Closing Net Working Capital minus the Normalized Net Working Capital. To the extent any such Debt for Borrowed Money is denominated in Philippine Pesos, such Debt for Borrowed Money shall be converted to U.S. Dollars, calculated using the PDS AM Weighted Average as found on the Philippines Dealer Exchange Index (“PDEX”) for such date of determination.
Examples of Company Net Debt in a sentence
The Company shall prepare and deliver to Buyer, a draft of each of the Transaction Expenses Certificate, the Company Net Debt Balance Certificate and the Spreadsheet not later than five Business Days prior to the Closing Date.
The Company shall prepare and deliver to Buyer at or prior to the Closing the Transaction Expenses Certificate and the Company Net Debt Balance Certificate.
The Selling Shareholders shall reimburse the Purchaser for Taxes of the Company and its Subsidiaries with respect to such periods within fifteen (15) days after payment by the Purchaser or the Company and its Subsidiaries with respect to the amount of such Taxes that relate to the portion of the Tax period ending on the Closing Date to the extent such Taxes are not reflected in Company Net Debt.
As at the Effective Time, the Company Net Debt shall not exceed $1,000,000 plus amounts incurred in connection with the Arrangement, unless additional debt is issued by the Company to close an Additional Transaction.
Parent shall have an opportunity to review such Estimated Transaction Costs Amount and Estimated Company Net Debt.
More Definitions of Company Net Debt
Company Net Debt means (A) the sum of (i) the Company's outstanding term loans under the credit facilities provided by or through Bank of America as of the Closing Date (the "OUTSTANDING TERM LOAN"); and (ii) the Company's outstanding revolving credit loans (but not including the face amount of any undrawn letters of credit issued as a sub-feature thereunder) under the credit facilities provided by or through Bank of America as of the Closing Date MINUS $2,000,000; and (iii) any obligations of the Company with respect to amounts outstanding as of the Closing Date under the Industrial Development Revenue Bonds issued by the Tift County Development Authority for the benefit of the Company (the "IRB DEBT"); and (iv) any interest that has accrued on the amounts referred to in (i), (ii), or (iii); and (v) the Company's outstanding overdraft advances under the overdraft lines of credit made available to the Company, MINUS (B) the amount of cash and cash equivalents held by or in the name of the Company, as of the Closing Date; PROVIDED that for the purposes of this Agreement "NET DEBT" shall not exceed the sum of the Outstanding Term Loan plus the IRB Debt plus $4,500,000. For purposes of determining Company Net Debt, the parties shall rely exclusively on pay-off letters or other similar writings provided by the relevant lenders.
Company Net Debt means the sum of (i) the total consolidated Debt of the Company and its Subsidiaries as of immediately prior to the Effective Time, plus (ii) the total amount of Merger Expenses that remain unpaid as of immediately prior to the Effective Time, as would be shown on a balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP, as of immediately prior to the Effective Time.
Company Net Debt means (A) the sum of (i) the Company’s outstanding term loans under the credit facilities provided by or through Bank of America as of the Closing Date (the “Outstanding Term Loan”); and (ii) the Company’s outstanding revolving credit loans (but not including the face amount of any undrawn letters of credit issued as a sub-feature thereunder) under the credit facilities provided by or through Bank of America as of the Closing Date minus $2,000,000; and (iii) any obligations of the Company with respect to amounts outstanding as of the Closing Date under the Industrial Development Revenue Bonds issued by the Tift County Development Authority for the benefit of the Company (the “IRB Debt”); and (iv) any interest that has accrued on the amounts referred to in (i), (ii), or (iii); and (v) the Company’s outstanding overdraft advances under the overdraft lines of credit made available to the Company, minus (B) the amount of cash and cash equivalents held by or in the name of the Company, as of the Closing Date; provided that for the purposes of this Agreement “Net Debt” shall not exceed the sum of the Outstanding Term Loan plus the IRB Debt plus $4,500,000. For purposes of determining Company Net Debt, the parties shall rely exclusively on pay-off letters or other similar writings provided by the relevant lenders.
Company Net Debt means the Company’s total Debt outstanding less cash and equivalents as determined in accordance with Korean GAAP.
Company Net Debt means, at any given time, the (a) aggregate amount of outstanding Indebtedness of the Target Companies at such time (other than (i) Indebtedness referred to on the Company Indemnified Items Schedule and (ii) the aggregate outstanding amount of any Company Letters of Credit), less (b) the Cash and Cash Equivalents of the Target Companies at such time. For avoidance of doubt (y) Indebtedness includes interest payable and deferred financing cost payable and (z) Cash and Cash Equivalents do not include restricted cash or Propco Cash.
Company Net Debt means all Indebtedness of the Company (as set forth on the most recent balance sheet included in the Closing Company Financial Statements), less cash and cash equivalents of the Company (each as set forth on the most recent balance sheet included in the Closing Company Financial Statements), less the Aggregate Exercise Amount; for the avoidance of doubt, Company Net Debt may be a negative number.
Company Net Debt means, with respect to the Company and its Restricted Subsidiaries, as of any date of determination, the aggregate amount of Debt less the sum of (without duplication) cash and Cash Equivalents and marketable securities recorded as Current Assets in accordance with U.S. GAAP (except for any Equity Interests in any Person); provided that Net Debt shall include the aggregate principal amount of the Existing Parent 2016 Notes and any other Debt of Parent guaranteed by the Company or any of its Restricted Subsidiaries pursuant to clause (16)(ii) of the definition of “Permitted Investments.”